How to reinstate a New Jersey Corporation

Reinstatement of a New Jersey Corporation with New Jersey Division of Revenue

How to reinstate a New Jersey Corporation:

There is no application for reinstatement form for New Jersey corporations. Most of the reinstatement process for New Jersey corporations is completed online. To reinstate a New Jersey corporation, go to the New Jersey Division of Revenue website (see link below), find the “I WANT TO” drop down menu, and choose “Reinstate my business.” You will need to know your corporations business ID number and date of formation (which you can find by doing a business entity status search on the Division of Revenue website).

Late annual reports and fees can be submitted online. However, revoked corporations also need tax clearance from the New Jersey Division of Taxation to complete the reinstatement. The tax clearance request form will be provided during the online reinstatement process but it cannot be completed online. The reinstatement process won’t be finished until you submit the form and the Division of Taxation issues your Tax Clearance Certificate.

Do you need to get a tax clearance certificate from the New Jersey Division of Taxation?

Yes. You will need tax clearance to reinstate a New Jersey corporation. Form A-5088, Application for Tax Clearance Certificate and filing instructions are provided during the online reinstatement process.

How long does it take the state to process the filing?

The online reinstatement portion does not take long to complete, however, since corporations must also request a tax clearance certificate, it can actually take months to be effective. The corporation will be notified of the reinstatement once the Division of Revenue receives the tax clearance certificate.

How long does your New Jersey Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new New Jersey Corporation?

You can reinstate your New Jersey Corporation at any time. You could also form a new entity with the Division of Revenue any time you want. But forming another New Jersey corporation is not a very good way to avoid paying old fees. In some states you can just let your revoked corporation be administratively dissolved by the state agency. In New Jersey, even if the corporations charter is revoked and the corporation is not conducting business; you are required to pay taxes until you officially dissolve. To dissolve a revoked corporation, you will have to file and pay for the outstanding annual reports to reinstate and then follow the Division of Revenue procedure to dissolve the corporation.
New Jersey corporations have to pay a $500 minimum annual tax to the Division of Taxation until they legally dissolve with the Division of Revenue. These Corporation Business Tax obligations will continue to add up until the corporation submits its certificate of dissolution, fees, and tax clearance to the Division of Revenue. If a corporation doesn’t dissolve, and it owes taxes, the corporations case will be forwarded to collections. The corporation will start getting Notice and Demand for Payment letters. If the corporation still does not pay the tax, and the Division of Taxation has to refer the account to a debt collection agency, there will be an additional fine (10% of the amount referred) in addition to late tax penalties.

Can you change your New Jersey registered agent at the same time on the New Jersey reinstatement?

The information you are required to provide at the time of reinstatement varies based on the reason the New Jersey corporation was administratively dissolved. You have to contact the New Jersey SOS to get the appropriate form for a particular New Jersey business entity.

Can you change your principal address at the same time on the New Jersey reinstatement form?

Yes. You can update the New Jersey corporations address information when you complete the online reinstatement.

Can you change your officers and directors at the same time on the New Jersey reinstatement form?

Yes. You can update officer and director information online when you reinstate your New Jersey corporation.

What if my corporations name is no longer available when I reinstate?

If your New Jersey corporation has been revoked and your name is taken or reserved by another entity, you will have to choose a new name when you reinstate. You can do a name availability search during online reinstatement. If it turns out your name is taken, submit a name change amendment. You will have to pay the amendment filing fee.

How many annual reports can you miss before you can’t reinstate your New Jersey Corporation?

You can reinstate a New Jersey corporation at any time. It doesn’t matter how many annual reports you have missed.